Employees are to be protected against merger-related dismissals by 2022 as part of a new merger agreement. Former Siemens executive Brigitte Ederer is to monitor the agreement as an independent monitor.
In the middle of the takeover battle, Osram also presented the annual figures. Sales plummeted by more than 13 percent to just under 3.5 billion euros in the 2018/19 financial year, mainly due to the weakness in the auto industry, and ended with a loss of 343 million euros. Adjusted operating profit halved to 307 million euros.
CEO Olaf Berlien stressed, however, that the efficiency programs introduced would increasingly take effect. For the current financial year he hopes for a "nearly stable sales and earnings development". In industrial circles it is expected that the takeover by AMS could succeed this time, because the minimum acceptance threshold was lowered to 55 per cent.
Osram boss Berlien had originally hoped for a purchase by financial investors. They had agreed to stick to strategy and management. The latest business figures explained why AMS as the much smaller company could succeed in taking over the larger Osram. The sensor specialist is currently significantly more dynamic on the way.
In the third quarter, revenue increased 41 percent year-on-year to $ 645 million. At Osram, however, revenues fell by nine percent to 924 million euros in the same period. While Osram was almost three times as big as the Austrians last year, business is now approaching.
The same applies to profitability. AMS increased its adjusted operating income for the quarter from $ 58 million to $ 188 million. Net income improved from $ 18 to 158 million. At Osram, adjusted operating profit fell in the quarter from € 151 million to € 86 million. The margin was 9.3 percent.
After taxes, Osram made a loss of 213 million euros in the fourth quarter due to special charges. In the current financial year, Berlien expects revenue to grow between minus and plus three percent. The adjusted margin should be between nine and eleven percent.
Actually, CEO Berlien wanted to present the new corporate strategy "#new Osram-Plan" at a big press conference on this day. On the one hand, according to information from the Handelsblatt, this plan addresses a number of operational construction sites. In addition, the portfolio should be sharpened.
But because of the current takeover he left the paper in the drawer and only wanted to present the numbers at a telephone press conference. The Austrians could have regarded it as an affront, so industrial circles, if Osram had announced its own strategic plans shortly before the probable takeover.
High performance sensor solutions for mobile phone manufacturers
With 9000 employees, AMS is the world's leading manufacturer and developer of high-performance sensor solutions for mobile phone manufacturers such as Apple, the automotive industry and medical technology. The Group achieved sales of € 1.4 billion last year and a net profit of € 93 million.
With the acquisition of Osram AMS wants to reduce the dependency on the major customer Apple and develop new photonics applications together with the Munich. The leadership and employee representatives of Osram had initially fiercely resisted the takeover. They feared a high debt of the new group and a massive job cuts.
According to information from the union IG Metall Osram wants to delete every seventh job in Germany. That would be 800 out of 5600 jobs, as IG Metall announced on Tuesday. "In addition, important investments in the future should be eliminated and the field of innovation drastically reduced."
CEO Olaf Berlien did not comment on the number. He pointed out, however, that the group must respond to the lower demand for halogen light. The job cuts will continue in the financial year 2019/20 (as of the end of September).
Nevertheless, the Management Board and Supervisory Board of Osram called the offer of AMS attractive. There is also a "secured bridge financing" by UBS, HSBC and Bank of America. At least 50 percent of the central functions are to be located in a co-center in Munich. The production locations in Germany are to be secured, to this AMS commits itself in a "cornerstones paper Zukunftskonzept Deutschland".
The integration is to be led by a joint team of Osram and AMS. "The Business Combination Agreement secures the continued existence of Osram as a company and brand and supports the Osram strategy," it said.
After winning the agreement with the Osram management, the Austrian chipmaker, who is bidding for the lighting company, is confident that it will be successful at the second attempt for a takeover. AMS "appreciate it very much, that the management and supervisory board of Osram recommend our offer for the acceptance," said AMS boss Alexander Everke on Tuesday. Those Osram Shareholders who have not yet done so have encouraged the Austrians to submit their shares as part of the bid.
More: The employee representatives of Osram have moved to the Frankfurt Higher Regional Court. There they filed a complaint against the Bafin, who had admitted the offer.
. (tagsToTranslate) Takeover (t) Lighting Group (t) ASM (t) Shareholders (t) Stock Exchange (M & A) Mergers & Acquisitions M & A (t) Osram (t) AMS (t) Apple (t) BaFin (t) UBS (t) HSBC (t) Bank of America (t) Siemens (t) Olaf Berlien (t) Lighting & Lines (t) Electric